McGuireWoods Advises Dominion Energy In $14.6 Billion Merger with SCANA Corporation

January 4, 2018

McGuireWoods served as legal adviser to Dominion Energy, Inc. (NYSE: D) in a stock-for-stock merger with SCANA Corporation (NYSE: SCG) to create a combined company serving 6.5 million electric and natural gas distribution customers and operating in 18 states from Connecticut to California. The value of the transaction, which is subject to regulatory and shareholder approvals, is approximately $14.6 billion, including the assumption of debt.

Under the merger agreement, SCANA shareholders would receive 0.6690 shares of Dominion common stock for each share of SCANA common stock, the equivalent of $55.35 per share, or about $7.9 billion based on Dominion’s volume-weighted average stock price of the last 30 trading days ending Jan. 2, 2018.

The agreement also would provide significant benefits to SCANA’s South Carolina Electric & Gas Company (SCE&G) electric customers to offset previous and future costs associated with the company’s withdrawn V.C. Summer nuclear project.

The McGuireWoods deal team, led by Joanne Katsantonis, deputy managing partner for industry teams, included partners Jane Whitt Sellers, Jay Hughes and Patrick T. Horne and associates Jake Spilman and Emilie McNally. Partners Joseph K. Reid III and Elaine Ryan and counsel Stephen Watts advised Dominion on regulatory aspects of the deal, and partner William Tysse advised on employee benefits issues.

The merger would expand Dominion’s footprint in the Southeast, strengthening the company’s position among the nation’s largest and fastest-growing energy utility companies. SCANA serves about 1.6 million electric and natural gas residential and business accounts in South Carolina and North Carolina and has 5,800 megawatts of electric generating capacity. SCANA would operate as a wholly owned subsidiary of Dominion Energy, but would maintain its significant community presence, local management structure and the headquarters of its SCE&G utility in South Carolina.

McGuireWoods has advised Dominion in numerous strategic mergers and acquisitions, including the company’s 2016 acquisition of Questar Corp., a $4.4 billion deal that expanded Dominion’s natural gas assets in the western United States.

Dominion Energy has 16,200 employees and operations in 18 states. The company delivers electricity and natural gas to nearly 5 million homes and businesses. Its operations include 25,600 megawatts of electric generating capacity, 66,300 miles of natural gas gathering, transmission, distribution and storage pipelines, 64,200 miles of electric transmission and distribution lines, and one of the nation’s largest natural gas storage systems.

McGuireWoods’ multidisciplinary energy team boasts more than 100 lawyers who work across multiple sectors, from electric and gas, to natural gas and renewable fuels, to coal and Marcellus shale, and emerging technologies. The firm earned rankings in six energy-related practice categories in the 2017 edition of The Legal 500 United States and earned a nationwide ranking for Energy: Electricity (Regulatory & Litigation) in the 2017 Chambers USA guide, both prestigious independent guides to leading law firms and lawyers. McGuireWoods also has ranked among the top 10 law firms in highly respected leagues tables for M&A deals involving U.S. companies.